Cypress Semiconductor (NASDAQ:CY): Cypress Semiconductor announced the completion of their initial tender offer for all of the outstanding stock of Ramtron International Corporation (NASDAQ:RMTR). The initial offering period expired at 12:00 midnight, New York City time, on October 9, 2012. Computershare Inc., the depositary for the tender offer, has advised Cypress that at that time, 23,290,666 shares had been validly tendered and not withdrawn. This represents shares beneficially owned by Cypress, a total of approximately 70% of Ramtron’s outstanding stock. An additional 559,785 shares were tendered, subject to guaranteed delivery procedures, representing approximately 2% of Ramtron’s outstanding stock. All shares validly tendered and not withdrawn were accepted for payment. Their shares closed at $9.95, down $0.45 or 4.33% on the day. They have traded in a 52-week range of $10.21 to $20.50.

Should we not expect much movement past 3.10 with this news???

Easternthunder. Done deal: $3.10

Cypress to acquire Ramtron for $3.10 per Share in Cash...RMTR halted (RMTR) 2.87 : Cypress Semi (CY) and Ramtron (RMTR) have entered into a definitive merger agreement under which Cypress will acquire all outstanding stock of Ramtron at $3.10/sh in cash. The transaction represents a premium of 71% to Ramtron's closing price of $1.81 on June 11, the day before Cypress publicly disclosed its offer for Ramtron. The Boards of Directors of both Cypress and Ramtron have approved the transaction. The transaction is expected to close by the end of the calendar year.

Cool. Beer $. At least.

So from $2.48 to an eventual $2.88 offer.

Not a bad increase.

But good to Note that in 2011 Ramtron did refuse a $3.01 offer.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=77461882

Maybe they are waiting for a higher number... or maybe they are done dinking around with this?

What will they do? Accept - or decline?

Interesting stuff!

Ramtron to Review Increased Unsolicited Tender Offer from Cypress Semiconductor

Press Release: Ramtron International Corporation – 4 hours ago.. .


COLORADO SPRINGS, Colo.--(BUSINESS WIRE)--

Ramtron International Corporation (RMTR), a leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) and integrated semiconductor products, announced today that its Board of Directors will carefully review and consider, in consultation with its financial and legal advisors, the increased unsolicited tender offer from Cypress Semiconductor Corporation (CY) to acquire all outstanding stock of Ramtron at a price of $2.88 per share in cash.

Ramtron’s Board intends to advise stockholders of its recommendation in due course by making available to stockholders and filing with the Securities and Exchange Commission an amended Schedule 14D-9. Ramtron stockholders are advised to take no action at this time pending the review of the increased tender offer by the Company’s Board of Directors. Needham & Company, LLC is serving as Ramtron’s financial advisor and Shearman & Sterling LLP is serving as Ramtron’s legal advisor.

About Ramtron

Ramtron International Corporation, headquartered in Colorado Springs, Colorado, is a fabless semiconductor company that designs, develops and markets specialized semiconductor memory and integrated semiconductor solutions used in a wide range of product applications and markets worldwide. For more information, visit www.ramtron.com.

Cypress Semiconductor increases offer for Ramtron

http://www.bizjournals.com/sanjose/news/2012/08/27/cypress-semiconductor-increases-offer.html?ana=yfcpc

Silicon Valley / San Jose Business Journal
Date: Monday, August 27, 2012, 6:49am PDT - Last Modified: Monday, August 27, 2012, 6:57am PDT


Cypress Semiconductor has once again raised its offer for Ramtron International.

Cypress Semiconductor Corp. has once again raised its offer for Ramtron International Corp., this time hiking the price to $2.88 a share and setting the deadline for Sept. 11, according to a release.

The all-cash offer from San Jose-based Cypress (NASDAQ:CY) represents a 59 percent premium over Colorado Springs, Colo.-based Ramtron’s (NASDAQ:RMTR) closing price of $1.81 per share on June 11, according to the release.

The last time Cypress, a semiconductor design and manufacturing company, raised the offer price it was $2.68 per share with a deadline of August 24. As of that deadline, 3 million shares had been tendered, according to Cypress.

Cypress-Ramtron offer: The deal that keeps on extending

http://www.bizjournals.com/sanjose/blog/2012/08/cypress-offer-to-buy-ramtron-.html?ana=yfcpc

Cypress Semiconductor Corp. said Monday it has extended the deadline — yet again — of its tender offer to buy all the outstanding stock of Ramtron International Corp. This time the deadline is until Aug. 24.

The offer is for $2.68 per share in cash, and was previously expected to expire Aug. 17.

In the journalism world, a deadline is a deadline. That's why your copy is due. That's when the paper goes to press. It's not intended or generally permitted to keep on extending, but apparently the semiconductor world has a different definition of a deadline.

The offer from Cypress (NASDAQ:CY) represents a 48 percent premium over Colorado Springs, Colo.-based Ramtron’s (NASDAQ:RMTR) closing price of $1.81 per share on June 11. The all-cash offer is not conditioned on due diligence or financing.

San Jose-based Cypress is a semiconductor design and manufacturing company.

Ramtron has rejected previous buyout offers from Cypress, saying they were not high enough. Click here to read about when the offer was extended until Aug. 3.

Greenhill & Co. LLC is acting as financial adviser to Cypress and dealer manager for the offer. Wilson Sonsini Goodrich & Rosati, Professional Corp. is acting as legal counsel.

Cypress first announced plans to buy Ramtron in June with an offer that represented a 37 percent premium to Ramtron's closing stock price on June 11.

Cypress continues to assert that it thinks the offer represents full and fair value, while providing Ramtron stock holders with immediate liquidity at a substantial premium. Cypress also announced a quarterly cash dividend of 11 cents per share, to be paid Oct. 18.

Another extention?

What good is a threat of a time limit.... if they keep extending the time????

And then this?

If you are stalling in the hope that we will lose interest in an acquisition, it bears repeating that we are committed to acquiring Ramtron and that commitment will not waiver.


Followed by this?

We will not allow you an unlimited amount of time to stand in the way of our offer while failing to provide your stockholders with a fair opportunity to consider it or a superior alternative."



Who writes this stuff for them? They might want to work on that concept of "Showing your cards... and then trying to bluff".


They should just skip all the noise and go right to...

We want you... How much do you want?

extension: aug 17
"Ramtron: Cypress Semiconductor (CY) extends tender offer to acquire RMTR to Aug 17, 2012 (RMTR) 2.60 : Cypress Semiconductor announced that it has extended its tender offer to acquire all of the outstanding stock of Ramtron International for $2.68 per share in cash to 5:00 p.m., New York City time, on August 17, 2012. The offer was previously scheduled to expire at 5:00 p.m., New York City time, on August 3, 2012. Cypress's offer represents a 48% premium over Ramtron's closing price of $1.81 per share on June 11, 2012, the day before Cypress publicly disclosed its offer for Ramtron. Except for the extension of the expiration date, all other terms and conditions of the offer remain unchanged. The all-cash offer is not conditioned on due diligence or financing. Cypress continues to believe that its offer represents full and fair value and provides Ramtron's stockholders with immediate liquidity at a substantial premium in a very volatile market. Cypress stated " If you are stalling in the hope that we will lose interest in an acquisition, it bears repeating that we are committed to acquiring Ramtron and that commitment will not waiver. We will not allow you an unlimited amount of time to stand in the way of our offer while failing to provide your stockholders with a fair opportunity to consider it or a superior alternative."

RMTR: Q2 EPS 0c vs (2c) Misses 4c Est; Guidance Below Consensus

Tuesday , July 24, 2012 16:25ET

QUARTER RESULTS
Ramtron International Corporation (RMTR) reported Q2 results ended June 2012. Q2 Revenues were $14.20M; -14.46% vs yr-ago; MISSING revenue consensus by -18.58%. Q2 EPS was 0c; +100.00% vs yr-ago; MISSING earnings consensus by -100.00%.

Q2 RESULTS      Reported      Year-Ago     Y/Y Chg      Estimate    SURPRISE 
 ----------  ------------  ------------  ----------  ------------  ---------- 
 Revenues:        $14.20M       $16.60M     -14.46%       $17.44M     -18.58% 
 ----------  ------------  ------------  ----------  ------------  ---------- 
 EPS:                  0c          (2c)    +100.00%            4c    -100.00% 
 ----------  ------------  ------------  ----------  ------------  ----------

http://www.knobias.com/story.htm?eid=3.1.42d14780719d3c7d2d1ab3169546c42515effe2d92227b6821977636bdd19086

Ramtron Reports Second Quarter 2012 Financial Results

Ramtron International Corp. (MM) (NASDAQ:RMTR)
Intraday Stock Chart

Today : Tuesday 24 July 2012

U.S. semiconductor maker Ramtron International Corporation (Nasdaq: RMTR), a leading developer and supplier of ferroelectric-based memory and integrated semiconductor products, today reported total revenue of $14.2 million for the second quarter of 2012, compared to $16.8 million for the second quarter of 2011. Net income for the second quarter of 2012 was $69,000, or $0.00 per share, compared with a net loss of $683,000, or ($0.02) per share, for the second quarter of 2011.

“Distributor order flow began to slow as headwinds in the semiconductor markets that we serve picked up toward the end of the second quarter and stalled our revenue growth,” said Eric Balzer, Ramtron’s chief executive officer. “Despite this industry softness, we posted Adjusted EBITDA of $1.9 million by maintaining operational discipline and reduced inventory by approximately $1.4 million on a sequential basis.

“In addition, we gained traction with our demand creation initiatives during the quarter, logging new wins and advancing opportunities in automotive, metering and medical applications,” Balzer continued. “We are now seven months into our program of driving design wins with new and existing customers after last year’s hiatus in design activity, when our highest priority was to work with our existing customers to manage supply constraints. With a number of new design wins under our belt and emerging opportunities on the horizon, we remain well positioned for growth in 2013 and beyond.”

2012 Second-Quarter Financial Highlights

• Total revenue of $14.2 million, compared to $14.9 million in the first quarter of 2012

• Product gross margin remained flat at 52%, compared to first quarter of 2012

• Income tax provision was $167,000

• Stock-based compensation was $368,000

• Adjusted EBITDA was approximately $1.9 million

2012 Second-Quarter Corporate and Product Highlights

• Ramtron was added to NVIDIA’s Preferred Vendor List and participated in the GPU Technology Conference 2012 in San Jose, CA.

• Named Gery E. Richards as chief financial officer. Mr. Richards joined Ramtron in 2004, became controller in 2008, and was appointed interim chief financial officer in October 2011.

• Appointed Erik Wood as director of business development. Mr. Wood brings to Ramtron 17 years of solution sales and high-tech market development experience with deep experience in the defense/aerospace, supply chain, transportation, oil and gas, healthcare, identification and security markets.

• Announced availability of the MaxReader Development Kit to enhance the adoption of the Company’s wireless memory products. The Kit allows system designers to quickly evaluate, thoroughly test, and rapidly prototype Ramtron’s MaxArias™ wireless memory for a broad range of RF-enabled applications.

“Limited near-term visibility, brought on by weak industry conditions, has caused us to become more conservative on our outlook for 2012,” Balzer added. “As a result, we are operating under the assumption that revenue stays flat for the third-quarter of 2012. At this level, we are confident that we will maintain positive cash flow from operating activities. While managing the business for cash flow, we are intensely focused on driving growth through the execution of our demand creation initiatives, expanding design activity, and introducing new products so that we are prepared for an improvement in industry conditions and, longer term, to take advantage of the significant opportunities for our F-RAM based low energy, wireless, and high data integrity solutions,” Balzer concluded.

Business Outlook

In light of limited near-term visibility, Ramtron is modifying its guidance policy from providing an outlook for full-year 2012 to an outlook for the next reported quarter. As visibility and industry conditions improve, Ramtron’s management will re-evaluate its guidance policy.

The following statements are based on Ramtron’s current expectations of results for the third quarter of 2012. These statements are forward looking, and actual results may differ materially from those set forth in these statements. Ramtron intends to continue its policy of not updating forward-looking statements other than in publicly available documents, even if experience or future changes show that anticipated results or events will not be realized.

For Q3 2012:

• Management expects revenue of approximately $14.0 to $14.5 million with a gross product margin of 52%.

• In terms of operating expenses, by expense line item and as a percent of total revenue, management expects sales and marketing to be 18%, research and development to be 22%, and general and administrative to be 16%. Included in general and administrative expenses are expected fees and expenses, totaling approximately 5% of total revenue, associated with the tender offer commenced by Cypress Semiconductor Corporation.

Strategic Alternatives Review Process

Ramtron’s Board of Directors is continuing to evaluate strategic alternatives including, but not limited to, a potential sale of the Company, a strategic alignment with one or more investors or joint venture counterparties, other potential strategic transactions to realize the long-term value of the Company for its stockholders, or continuing with the Company’s current growth plans. The Board continues to believe that completing the strategic review process is one way to ensure that Ramtron stockholders have the best opportunity to realize a full and fair value for their investment. No assurance can be given as to whether this process will result in a proposed transaction, whether any transaction that may be proposed as a result of such process would be acceptable to the Company and the Board or whether any such proposed transaction will be announced or consummated.

Conference Call

Management will conduct a conference call to discuss second quarter results today at 5:00 PM Eastern Time/4:00 PM Central Time. To participate in the conference call, please call (888) 771-4371 or (847) 585-4405 and reference code # 32838497. The call will also be webcast. To access the webcast, investors should go to the home page of the Ramtron site at www.ramtron.com and click on the teleconference link. From this site, investors can access the teleconference webcast. A properly configured computer system is required.

A replay of the live conference call will be available from 7:30 PM Eastern Time/6:30 PM Central time on July 24 until 11:59 PM Eastern time/10:59 PM Central Time on July 30. To listen to the replay, please dial (888) 843-7419, passcode #32838497. In addition, a replay of the webcast will be available shortly after the call at http://www.ramtron.com/investor-relations/calendar-events/ and will be archived for one year.

Very good sign!

2.68 isn't less favorable. It's exactly their last offer, repeated.

They are making a stand and trying to say that they are 'sticking with that number'. Period.

Which, IMHO, remains to be seen. ;)

If RMTR doesn't give into that part of the game, my guess is they aren't done. I think they actually really want the company and if it means upping the price they might just do it.

I wonder what earnings will be like?

Ramtron And ROHM Sign F-RAM Product Manufacturing Agreement


Today : Monday 23 July 2012

U.S. semiconductor maker Ramtron International Corporation (Nasdaq: RMTR), a leading developer and supplier of low energy nonvolatile ferroelectric random access memory (F-RAM) and integrated semiconductor products, announced today that it has entered into a Manufacturing and License Partnering Agreement with ROHM Co., Ltd. of Japan. Under the long-term agreement, ROHM will manufacture F-RAM-based semiconductor products for Ramtron on ROHM’s established F-RAM manufacturing line.

Initial low-density F-RAM products have already been qualified for commercial production and Ramtron expects to receive and begin selling the first devices produced on ROHM’s manufacturing line within approximately 60 days. Further, Ramtron’s marketing and engineering teams have begun development of new Ramtron products to be produced on the line. In addition to its new manufacturing capability at ROHM, Ramtron has F-RAM manufacturing lines at Texas Instruments in Dallas, Texas, and at IBM in Burlington, Vermont.

The Company’s new agreement with ROHM resulted from an existing relationship between Ramtron and ROHM that dates back to 1994 when the companies entered into a manufacturing license agreement for ROHM’s development and manufacturing of F-RAM products. Since that time, Ramtron and ROHM have explored opportunities to collaborate more closely and the Manufacturing and License Partnering Agreement begins the revitalization of the relationship between the companies.

“ROHM’s advanced manufacturing line, which is production-ready to manufacture commercial F-RAM products, offers Ramtron attractive cost structures and unencumbered product development flexibility,” said Eric Balzer, Ramtron’s CEO. “From a strategic perspective, having ROHM as our partner will further strengthen our competitive position as we continue to expand the addressable market for our products and drive future growth. We look forward to working together with ROHM to capitalize on the significant untapped opportunities for F-RAM based solutions in the semiconductor market.”

“We are eager to combine ROHM’s established production capabilities with Ramtron’s F-RAM brand leadership and product development and marketing expertise to expand the worldwide use of Ramtron’s products,” said Koji Yamamoto, ROHM’s ROHM's General Manager of Advanced LSI Manufacturing. “We envision a long-term collaboration with Ramtron that will spread the adoption of F-RAM-based products as well as advance the technology to meet the increasing need for high-performance and high data integrity nonvolatile memory solutions in electronic systems.”

About ROHM Co., Ltd.

ROHM is the industry leader in system LSI, discrete components and module products, utilizing the latest in semiconductor technology. ROHM’s proprietary production system, which includes some of the most advanced automation technology, is a major factor in keeping it at the forefront of the electronic component manufacturing industry. ROHM employs highly skilled engineers with expertise in all aspects of design, development and production. This allows ROHM the flexibility to take on a wide range of applications and projects and the capability to serve valuable clients in the automotive, telecommunication and computer sectors as well as consumer OEMs. For more information, visit www.rohm.com.

Eastern thunder; getting less favorable offer. Chipos!

Ramtron receives extended offer by Cypress Semiconductor (CY) to be acquired (RMTR) 2.75 : Cypress Semiconductor (CY) announced that it has extended its tender offer to acquire all of the outstanding stock of RMTR for $2.68 per share in cash to 5:00 p.m., New York City time, on August 3, 2012. The offer was previously scheduled to expire at 12:00 midnight, New York City time, on July 19, 2012. CY's offer represents a 48% premium over Ramtron's closing price of $1.81 per share on June 11, 2012, the day before CY publicly disclosed its offer for Ramtron. The all-cash offer is not conditioned on due diligence or financing. In addition, CY announced that the waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to its acquisition of Ramtron has expired and that CY has received the necessary regulatory clearance pursuant to the German merger control laws. CY does not believe that any other regulatory approvals are necessary in connection with the acquisition.

Background of the Offer

http://www.sec.gov/Archives/edgar/data/849502/000119312512294140/d376233dsc14d9.htm

On January 28, 2011,

T.J. Rodgers, President and Chief Executive Officer of Cypress, and Dana C. Nazarian, Executive Vice President of the Memory Products Division of Cypress, met with Dr. William L. George, a member of the Board, and Jack L. Saltich, who was then a member of the Board of Ramtron. During the meeting, the potential synergies between a business combination of Ramtron and Cypress were discussed.



On March 8, 2011,

Eric A. Balzer, the Chief Executive Officer of Ramtron received the following letter from Mr. Rodgers:

On March 9, 2011,

Dr. William G. Howard, Jr. the Chairman of the Board, telephoned Mr. Rodgers to discuss Mr. Rodgers’s March 8, 2011 letter to Ramtron. During this conversation, Mr. Rodgers and Dr. Howard discussed, among other things, Cypress’s anticipated timing for its proposed transaction and the timing of Ramtron’s consideration of the proposal.



On March 10, 2011,

Mr. Rodgers sent the following letter to Ramtron:






On March 11, 2011,

the Board convened a telephonic meeting to further discuss Cypress’s March 8 proposal. The Board approved the establishment of a Strategic Transaction Committee (the “2011 Committee”), which committee consisted of Dr. Howard, Mr. Balzer, Eric Kuo and Theodore J. Coburn, to assist the Board in considering any acquisition proposals from Cypress and any transactions that may be considered as alternatives to Cypress’s indication of interest. Also at this meeting the Board authorized the retention of Shearman & Sterling LLP (“Shearman & Sterling”), as the Company’s special legal counsel, and Needham & Company, LLC (“Needham & Company”), as the Company’s financial advisor.



On March 12, 2011,

at a telephonic meeting of the 2011 Committee, representatives of Shearman & Sterling reviewed with the 2011 Committee its fiduciary duties and various process-related issues and considerations that arise in connection with the evaluation of, and response to, an unsolicited acquisition proposal. Representatives of Needham & Company then reviewed with the 2011 Committee certain preliminary financial analyses and data regarding the Company and various process considerations. Representatives of Shearman & Sterling and Needham addressed various questions and topics of discussion raised by the 2011 Committee related to Cypress’s proposal and the exploration of strategic alternatives.



On March 13, 2011,

the 2011 Committee held a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present. Representatives of Shearman & Sterling provided an overview of certain provisions in the Company’s bylaws. Representatives of Needham & Company presented a summary of the work to be undertaken by Needham & Company in connection with evaluating the March 8 proposal.



On March 14, 2011,

the 2011 Committee held a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present. Dr. Howard provided an overview of the conversation he had with Mr. Rodgers on March 9, 2011. Representatives of Shearman & Sterling again discussed certain provisions of the Company’s bylaws. The 2011 Committee also reviewed certain communications materials.



On March 20, 2011,

the 2011 Committee held two telephonic meetings, at which management and representatives of Shearman & Sterling and Needham & Company were present. Mr. Balzer summarized certain conversations with a customer of the Company and the impact a transaction with Cypress would have on that customer relationship. Representatives of Needham & Company then provided the 2011 Committee with an overview of their preliminary financial analyses, and received feedback from the Company’s management and the 2011 Committee on those analyses. After discussion, and taking into account the analyses prepared by Needham & Company, the 2011 Committee determined that Cypress’s March 8 proposal was not in the best interest of the Company’s stockholders.



On March 21, 2011,

Dr. Howard advised Mr. Rodgers by telephone that the 2011 Committee determined that Cypress’s proposal to acquire Ramtron was not in the best interest of the Company’s stockholders.

Following their call, Dr. Howard sent the following letter to Mr. Rodgers:





On April 11, 2011,

Mr. Rodgers sent the following letter to Dr. Howard reiterating Cypress’s belief that the acquisition proposal in Cypress’s March 8, 2011 letter would be attractive to Ramtron’s stockholders:




The following chart was attached to the letter that Mr. Rodgers sent to Dr. Howard on April 11, 2011:





On July 19, 2011, August 12, 2011, October 5, 2011, December 6, 2011 and February 13, 2012,

the Compensation Committee of the Board held meetings at which it discussed, among other matters, entering into Change in Control Severance Agreements, or amendments thereto, with certain members of the Company’s management. From mid-2011 until June 2012, Dr. George, chairman of the Compensation Committee, investigated the current best practices for peer companies in regard to such agreements, instructed the Company’s counsel to prepare drafts of such agreements, or amendments thereto, for review by the Compensation Committee of the Board, and engaged in discussions and negotiations of such agreements, or amendments thereto, with certain members of the Company’s management. The terms of such agreements, or amendments thereto, were further discussed in a meeting of the Board on June 6, 2012. Drafts of such agreements, or amendments thereto, were thereafter finalized for review and expected approval by the Board and the Compensation Committee for meetings scheduled for July 2012.



On June 12, 2012,

Mr. Rodgers sent the following letter to Dr. Howard and Mr. Balzer:





On June 12, 2012,

Cypress also issued a press release announcing that it had submitted a proposal to Ramtron to acquire all of its outstanding stock for $2.48 per share in cash and providing the full text of the March 8, March 10 and April 11, 2011 letters.



Later on June 12, 2012, the Board convened a telephonic meeting to discuss the Cypress June 12 letter and press release. Also at this meeting the Board authorized the retention of Shearman & Sterling, as the Company’s special legal counsel, and Needham & Company, as the Company’s financial advisor. Also at this meeting the Board discussed the Change of Control Severance Agreements, or amendments thereto, which were previously most recently discussed at the June 6, 2012 meeting of the Board, and authorized Dr. George, as chairman of the Compensation Committee of the Board, to finalize such agreements.



On June 13, 2012,

the Board convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to further discuss the Cypress June 12 letter. Representatives of Shearman & Sterling reminded the Board of its fiduciary duties in connection with the evaluation of, and response to, an unsolicited acquisition proposal. Representatives of Needham & Company discussed several tactical considerations and proposed responses to Cypress’s June 12 proposal. The Board determined to reconvene in the coming days to further discuss the proposal. Following the Board meeting, Ramtron issued a press release that confirmed receipt of Cypress’s June 12 proposal, and advised its stockholders that it would review and consider the proposal, in consultation with its financial and legal advisors, and determine the course of action that it believed is in the best interests of Ramtron and its stockholders.



On June 14, 2012,

the Board convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to further discuss Cypress’s June 12 proposal. Management of the Company updated the Board on its process in generating an updated financial model in connection with the Company’s strategic plan. Representatives of Needham & Company informed the Board that they had begun preparing a financial analysis of the Company. The Board also approved the establishment of a Strategic Transaction Committee (the “Committee”), which committee consists of Dr. Howard, Mr. Balzer, Theodore J. Coburn, James E. Doran and Dr. George, to assist the Board in considering any acquisition proposals from Cypress and any transactions that may be considered as alternatives to Cypress’s indication of interest. The Board also discussed the previously negotiated and prepared Change in Control Severance Agreements, or amendments thereto, with Messrs. Balzer, Zimmer, Richards and Shiau, and certain other members of the Company’s management. The Board subsequently approved such Change in Control Severance Agreements pursuant to an action by unanimous written consent, dated June 14, 2012.



On June 15, 2012,

the Committee convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to discuss Cypress’s June 12 proposal, as well as evaluating other strategic alternatives. Members of the Company’s management and representatives of Needham & Company discussed contacts with various potential interested third parties. Representatives of Shearman & Sterling provided an overview of certain provisions in the Company’s bylaws, and recommended an amendment to the bylaw relating to the Company’s stockholders’ ability to take action by written consent.



On June 16, 2012,

the Committee convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to further discuss Cypress’s June 12 proposal. Representatives of Needham & Company then discussed with the Committee their preliminary financial analyses related to Cypress’s June 12 proposal and addressed the Committee’s questions concerning those analyses. Representatives of Shearman & Sterling again reminded the Committee of its fiduciary duties in connection with the evaluation of strategic alternatives.

Later on June 16, 2012, the Board convened a telephonic meeting, at which management and representatives of Shearman & Sterling were present, to further discuss Cypress’s June 12 proposal. The Board also approved an amendment to the Company’s bylaws to allow the Board to fix a record date in order that the Company may determine the stockholders entitled to consent to corporate action in writing without a meeting.



On June 17, 2012,

the Committee convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to further discuss Cypress’s June 12 proposal. After discussion, and taking into account the preliminary financial analyses presented by Needham & Company at the June 16 meeting, the Committee determined to reject Cypress’s June 12 proposal, and to engage in an effort to evaluate all strategic alternatives. The Committee then authorized Needham & Company to begin contacting interested third parties.

Later on June 17, 2012, Mr. Balzer called Mr. Rodgers and left him a voicemail regarding the Committee’s conclusion and inviting Cypress to participate in Ramtron’s process to evaluate strategic alternatives.



Prior to the market open on June 18, 2012,

Ramtron issued a press release regarding its rejection of Cypress’s June 12 proposal, and its decision to engage in a process to explore strategic alternatives including, but not limited to, the potential sale of Ramtron. Later that day, Mr. Rodgers returned Mr. Balzer’s June 17 call and discussed with Mr. Balzer the rejection of Cypress’s proposal and the Company’s process to explore strategic alternatives. A representative of Needham & Company then called a representative of Greenhill & Co., LLC (“Greenhill”), Cypress’s financial advisor, and indicated that Ramtron would like Cypress to participate in Ramtron’s evaluation of strategic alternatives and that it would send a draft confidentiality agreement as part of that process. After the call, Needham & Company sent Greenhill the confidentiality agreement referenced on the call. Cypress declined to execute the confidentiality agreement or participate in Ramtron’s process of exploring strategic alternatives.

Later on June 18, 2012, the Committee convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to further discuss Cypress’s proposal, and the Committee’s evaluation of strategic alternatives. Mr. Balzer and representatives of Needham & Company provided an overview of their conversations with Cypress and Greenhill. Representatives of Needham & Company also provided an update on the status of their discussions with other third parties.



On June 19, 2012,

the Committee convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to further discuss Cypress’s proposal, and the Committee’s evaluation of strategic alternatives. Representatives of Needham & Company and members of the Company’s management also provided an update on the status of their discussions with certain third parties.



On June 20, 2012,

the Committee convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to further discuss Cypress’s proposal, and the Committee’s evaluation of strategic alternatives. Representatives of Needham & Company summarized the response from interested third parties, and the status of the negotiations of confidentiality agreements with such third parties. Representatives of Shearman & Sterling provided an overview of United States and foreign antitrust approval processes. Also on June 20, 2012, the Board and the Compensation Committee of the Board convened consecutive telephonic meetings to discuss and approve the compensation for the members of the Committee.



On June 21, 2012,

Cypress commenced the Offer and sent the following letter to Dr. Howard and Mr. Balzer:





On June 21, 2012,

the Committee convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to discuss the Offer. Representatives of Needham & Company and Shearman & Sterling discussed with the Committee the terms of and conditions to the Offer, the nature and timing of the Offer, including the current market price of Ramtron’s common stock, the Company’s strategic plan and other business opportunities and the status of discussions with other interested parties with respect to a potential strategic transaction involving the Company. Representatives of Needham & Company and Shearman & Sterling addressed various questions and topics of discussion raised by the Committee related to the Offer process.



On June 22, 2012,

a representative of Needham & Company had a telephone call with a representative of Greenhill, in which the Greenhill representative indicated that Cypress believed that a confidentiality agreement with a standstill provision was neither necessary nor appropriate.



On June 25, 2012,

the Committee convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to further discuss the Offer and the status of discussions with other interested parties with respect to a potential strategic transaction involving the Company. After the Committee excused the representatives of Needham & Company, representatives of Shearman & Sterling provided the Committee with an overview of the putative class action complaint against Ramtron and certain of its officers and directors filed in the District Court for El Paso County, Colorado, captioned Dent v. Ramtron International Corporation, et al., Docket No. 44906737.



On June 28, 2012,

the Committee convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present, to further discuss the Offer and the status of discussions with other interested parties with respect to a potential strategic transaction involving the Company. Also on June 28, 2012, the Board convened a telephonic meeting, at which representatives of Shearman & Sterling were present. At this meeting the Board took action with respect to the Company’s stockholder rights plan to defer the “Distribution Date” (as defined in the stockholder rights plan) that would otherwise occur ten business days after commencement of the Offer to such time as immediately prior to the acceptance for payment of shares pursuant to the Offer, or such other time as determined by the Board in its sole discretion.



On July 3, 2012,

the Board convened a telephonic meeting, at which management and representatives of Shearman & Sterling and Needham & Company were present. Representatives of Needham & Company discussed with the Board the status of discussions with other interested parties with respect to a potential strategic transaction involving the Company. Representatives of Needham & Company then discussed with the Board its financial analyses related to the Offer and addressed the Board’s questions concerning those analyses. In addition, representatives of Shearman & Sterling reminded the Board of its fiduciary duties in connection with the evaluation of, and response to, an unsolicited acquisition proposal. A discussion then ensued covering various topics including management’s views regarding the Company’s business, financial condition and future prospects and during which representatives of Shearman & Sterling and Needham & Company addressed various questions and topics of discussion raised by the Board related to the Offer process. Following discussion, Needham & Company rendered an oral opinion to the Board, subsequently confirmed in writing, that as of July 3, 2012 and based upon and subject to the assumptions and other matters set forth in its written opinion (a copy of which is attached as Annex B hereto), the consideration proposed to be paid to the holders of the Shares (other than Cypress, Purchaser and their respective affiliates) pursuant to the Offer was inadequate from a financial point of view to such holders. After discussion, the Board unanimously determined that the Offer is inadequate, undervalues the Company and is not in the best interests of the Company or its stockholders and unanimously determined to recommend that the Company’s stockholders reject the Offer and not tender their Shares into the Offer.

RMTR: Updated 7/12/12


~6/12/12 Hostile Offer of 2.48 from CY
~6/18/12 Offer refused by RMTR


~6/21/12 CY raised offer to 2.68
~7/05/12 Offer refused by RMTR

As of 7/12/12 CY still remians quiet.


Note ~ An earlier offer of $3.01 was made in March 2011. Offer refused by RMTR.


~This is a Hostile with CY attempting a takeover and stating

_______________________________________________________________


Finviz, StockTA, Stoxline, yahoo

SEC, nasdaq, Earnings.com

Bigcharts, Insider, ShortSqueeze

The Zacks Analyst Blog Highlights: Cypress Semiconductor, Ramtron International, Texas Instruments, Atmel and Synaptics
Zacks – Tue, Jul 10, 2012 8:10 AM EDT.. .


For Immediate Release

Chicago, IL – July 10, 2012 – Zacks.com announces the list of stocks featured in the Analyst Blog. Every day the Zacks Equity Research analysts discuss the latest news and events impacting stocks and the financial markets. Stocks recently featured in the blog include Cypress Semiconductor Corporation (CY), Ramtron International Corp. (RMTR), Texas Instruments Inc. (TXN), Atmel Corporation (ATML) and Synaptics (SYNA).



Here are highlights from Monday’s Analyst Blog:

Ramtron Rejects Cypress Again

Cypress Semiconductor Corporation’s (CY) revised bid to buy all of Ramtron International Corp.'s (RMTR) outstanding stock was rejected yet again.

This was Cypress’ third attempt in two years to take over its peer Ramtron International. The initial bid of $2.48 per share was raised to $2.68 per share, representing a purchase price of about $95 million. Ramtron declined the revised offer, stating that it was inadequate and not in the best interest of its shareholders.

Ramtron International is a fabless semiconductor company with about 35.0 million shares outstanding. It supplies ferroelectric random access memories and has Texas Instruments Inc. (TXN) and Toshiba Corp. as manufacturing partners. In the first quarter of 2012, Ramtron reported revenue of $15.0 million with a net profit of $445,000.

We believe the deal could make sense for Cypress for a number of reasons. First, Ramtron is a fabless company and would fit very well into Cypress’ low capex manufacturing strategy. Being a fabless company, Ramtron has the flexibility to move the manufacturing, assembly and testing of products to vendors that offer superior technology and services at competitive prices. It also frees up resources for research and development that would otherwise have been locked up in capital assets.

Second, Ramtron’s ferroelectric-RAM (F-RAM) would supplement Cypress’ Memory Products Division which includes Asynchronous SRAMs, Synchronous SRAMs and nvSRAMs, and provide a longer-term roadmap for its non-volatile memory market. Ramtron’s F-RAM enables fast read-writes with minimum delay, low power consumption, and high endurance with limited memory loss.

The F-RAM is also competitive with newer technologies such as Phase-change-RAM. Ramtron’s Memory Products Division segment generated 44% of revenue in the first quarter and was down 9.1% sequentially due to inventory adjustments and lower demand from major SRAM wireless customers.

If the deal materializes, it would definitely bring synergies on the sales side of Cypress.

Cypress is a semiconductor company offering high-performance, mixed signal, programmable solutions. Though the broader semiconductor industry was hit late last year by a slowdown in demand, Cypress had reported double-digit percentage sales growth backed by strong demand for its touchscreen controllers used in smartphones and tablet computers. Touch sales disappointed in the last quarter, resulting in a quarterly loss of 5 cents per share. Management expects a turnaround in the current quarter.

Cypress operates in a highly competitive market. In the touchscreen market, the company competes with Atmel Corporation (ATML) and Synaptics (SYNA).

Currently, Cypress has a Zacks #3 Rank, implying a short-term Hold recommendation.

RMTR 2 Q earnings 7-24-12 AMC

Ramtron Announces Second Quarter 2012 Earnings Date
Press Release: Ramtron International Corporation – Tue, Jul 10, 2012 8:00 AM EDT.. .


COLORADO SPRINGS, Colo.--(BUSINESS WIRE)--

Ramtron International Corporation (RMTR), a leading developer and supplier of ferroelectric-based low-energy memory and integrated semiconductor products, plans to report financial results for the second quarter ended June 30, 2012 after the market close on Tuesday, July 24, 2012.

Management will conduct a conference call to discuss second quarter results that day at 5:00 PM Eastern time/4:00 PM Central time. To participate in the conference call, please call (888) 771-4371 or (847) 585-4405 and reference code # 32838497.

Yep!

Still not budging. LOL

Good for them!

Ramtron Board Unanimously Concludes Cypress’ Unsolicited Tender Offer is Inadequate

Today : Thursday 5 July 2012

Ramtron International Corporation (Nasdaq: RMTR), a leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) and integrated semiconductor products, today announced that its Board of Directors has carefully reviewed the unsolicited tender offer from Cypress Semiconductor Corporation (Nasdaq: CY) to acquire all outstanding stock of Ramtron at a price of $2.68 per share in cash, in consultation with its financial and legal advisors, and unanimously concluded that the tender offer is inadequate, does not reflect the intrinsic value of the Company, and is not in the best interest of Ramtron and its stockholders. Therefore, the Board unanimously recommends that Ramtron stockholders reject the offer and not tender their shares into the offer.

“The Board believes that the Cypress offer undervalues Ramtron’s valuable intellectual property and F-RAM technological expertise as well as the Company’s strong long-term growth prospects,” said Dr. William G. Howard, Ramtron’s Chairman. “Even at an offer price of $2.68 per share, we continue to believe the offer fails to reflect the Company’s strengthened competitive position, enlarged addressable market and progress being made toward expanding the Company’s product portfolio beyond specialty memory products to also include integrated semiconductor solutions. The Board is confident that as management continues to gain traction with its demand creation initiatives and new product introductions in 2012, the Company will be positioned to fully exploit the vast untapped opportunities for F-RAM-based low energy, wireless, and high data integrity solutions in the semiconductor market. We believe that long-term value inherent in this untapped opportunity rightly belongs to Ramtron stockholders.”

The basis for the Board’s recommendation is set forth in the Schedule 14D-9 Ramtron is filing today with the Securities and Exchange Commission (“SEC”), which will be mailed shortly to stockholders. A summary of these reasons includes:

• The tender offer is inadequate and does not reflect the intrinsic value of the Company’s intellectual property, deep F-RAM technological expertise, and long-term growth prospects, and seeks to capture long-term value that rightly belongs to Ramtron stockholders.

• Ramtron stock has traded above the offer price since the commencement of the tender offer on June 21, and closed on July 3 at $3.01 per share, which is 12% greater than the offer price of $2.68 per share.

• Working in consultation with its financial and legal advisors, the Board is exploring strategic alternatives including, but not limited to

~ the potential sale of the Company;

~ a strategic alignment with one or more investors or joint venture counterparties;

~other potential strategic transactions to recognize the long-term value of the Company for its stockholders; or

~ continuing with the Company’s current growth plans.


Cypress was invited to participate in the strategic alternatives review process, made no effort to participate, and chose instead to bypass the process and commence the unsolicited tender offer. As part of this process, the Company’s management, with the assistance of the Company’s financial advisors, has engaged in discussions with a number of other parties, including major semiconductor companies, regarding a potential transaction, has entered into confidentiality agreements with certain parties and is providing those parties an opportunity to engage in a due diligence review of confidential information. The Board believes that completing the strategic review process is one way to ensure that Ramtron stockholders have the best opportunity to realize a full and fair value for their investment.
• The Company’s financial advisor, Needham & Co., LLC, delivered an oral opinion to the Board on July 3, 2012, and subsequently confirmed in writing, that as of July 3, 2012, the tender offer was inadequate from a financial point of view to Ramtron’s stockholders.

Stockholders with questions can contact Ramtron information agent and proxy solicitor, Innisfree M&A at (888) 750-5834. Stockholders can also obtain a copy of the Schedule 14D-9 in the investor relations section of Ramtron web site, at www.ramtron.com.

Cypress Revises Ramtron Proposal
By Zacks Equity Research | Zacks – 3 hours ago.. .

http://finance.yahoo.com/news/cypress-revises-ramtron-proposal-220031751.html

Cypress Semiconductor Corporation (CY) has raised its all-cash bid to buy all of Ramtron International Corp.'s (RMTR) outstanding stock for $2.68 per share, a 48% premium to Ramtron's closing price of $1.81 on June 11. This new offer would represent a purchase price of about $95 million.

Ramtron International is a fabless semiconductor company with about 35.0 million shares outstanding. It supplies ferroelectric random access memories and has Texas Instruments Inc. (TXN) and Toshiba Corp. as manufacturing partners. In the first quarter of 2012, Ramtron reported revenue of $15.0 million with a net profit of $445,000.

This is Cypress’ third attempt in two years to take over its peer Ramtron International. Earlier this month, Cypress offered about $87.6 million or $2.48 per share for the purchase, which was Ramtron turned down because it wanted to explore more options, including a sale. Since then, Ramtron's stock has jumped more than 50%. (Ramtron had rejected Cypress’s March 2011 offer of $3.01 per share).

We believe the deal could make sense for Cypress for a number of reasons. First, Ramtron is a fabless company and would fit very well into Cypress’ low capex manufacturing strategy. Being a fabless company, Ramtron has the flexibility to move the manufacturing, assembly and testing of products to vendors that offer superior technology and services at competitive prices. It also frees up resources for R&D activity that would otherwise have been locked up in capital assets.

Second, Ramtron’s ferroelectric-RAM (F-RAM) would supplement Cypress’ Memory Products Division which includes Asynchronous SRAMs, Synchronous SRAMs and nvSRAMs, and provide a longer-term roadmap for its non-volatile memory market. Ramtron’s F-RAM enables fast read-writes with very little delay, low power consumption, and high endurance with limited memory loss.

The F-RAM is also competitive with some of the newer technologies such as Phase-change-RAM. The Memory Products Division segment generated 44% of revenue in the first quarter and was down 9.1% sequentially due to inventory adjustments and lower demand from major SRAM wireless customers.

The impact of the deal on Cypress’ financials is unknown but will definitely bring synergies on the sales side.

Cypress is a semiconductor company offering high-performance, mixed signal, programmable solutions. Though the broader semiconductor industry was hit late last year by a slowdown in demand, Cypress had reported double-digit percentage sales growth bolstered by strong demand for its touchscreen controllers used in smartphones and tablet computers. Touch sales disappointed in the last quarter, resulting in a quarterly loss of 5 cents per share. Management expects a rebound in the current quarter.

Cypress operates in a highly competitive market. In the touchscreen market, the company competes with Atmel Corporation (ATML) and Synaptics (SYNA).

Currently, Cypress has a Zacks #3 Rank, implying a short-term Hold recommendation.

Ramtron to Review Unsolicited Tender Offer from Cypress Semiconductor Corporation


Press Release: Ramtron International Corporation – 58 minutes

http://finance.yahoo.com/news/ramtron-review-unsolicited-tender-offer-194000892.html

COLORADO SPRINGS, Colo.--(BUSINESS WIRE)--

Ramtron International Corporation (RMTR), a leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) and integrated semiconductor products, issued the following statement regarding the unsolicited tender offer from Cypress Semiconductor Corporation (CY) to acquire all outstanding stock of Ramtron at a price of $2.68 per share in cash.

Ramtron’s Board of Directors, in consultation with its financial and legal advisors, will carefully review and consider the unsolicited tender offer from Cypress Semiconductor Corporation. Ramtron’s Board intends to advise stockholders of its recommendation within ten business days by making available to stockholders and filing with the Securities and Exchange Commission a Schedule 14D-9. Ramtron stockholders are advised to take no action at this time pending the review of the tender offer by the Company’s Board of Directors.

About Ramtron

Ramtron International Corporation, headquartered in Colorado Springs, Colorado, is a fabless semiconductor company that designs, develops and markets specialized semiconductor memory and integrated semiconductor solutions used in a wide range of product applications and markets worldwide. For more information, visit www.ramtron.com.

Let's see how they respond.

I wish I would have bought this when you mentioned it to me. :(

It's not like you and I didn't know this would keep going.

The hostile game is afoot!

GOOD CALL!


Did you buy it?

They are still chipos.

RMTR:

UPDATE 1-Cypress raises offer for Ramtron to $95 mln

http://www.reuters.com/article/2012/06/21/ramtron-offer-idUSL3E8HL3YC20120621?feedType=RSS&feedName=technologySector&rpc=43

Thu Jun 21, 2012 8:13am EDT

* Commences tender offer at $2.68/share

* Offer price below Ramtron's Wednesday close of $2.75

June 21 (Reuters) - Cypress Semiconductor Corp raised its offer price for Ramtron International Corp to about $95 million, its third offer in two years for its smaller rival.

Cypress commenced a tender offer to buy Ramtron's outstanding shares at $2.68 per share, up from its previous offer of $2.48 per share.

Ramtron's shares closed at $2.75 on Wednesday on the Nasdaq.

"Although we continue to seek a negotiated agreement with Ramtron, we are committed to pursuing our $2.68 per share cash offer and will take all necessary steps to complete it," Cypress Chief Executive T.J. Rodgers said in a statement.

Cypress has raised its offer price "in the interest of quickly consummating a transaction", Rodgers said in a letter to Ramtron's board.

Ramtron on Monday turned down Cypress's offer to buy the company for about $87.6 million, and said it would explore other options, including a sale.

Cypress refused to accept a two-year standstill agreement proposed by Ramtron as a requirement to participate in its strategic review process. The agreement restricts Cypress from communicating with or making an offer to Ramtron's board or stockholders.

The offer and withdrawal rights will expire at 12 midnight New York City time on July 19 unless the offer is extended, Cypress said in a statement on Thursday.

Ramtron's shares have jumped more than 50 percent since Cypress made public its offer to buy Ramtron on June 12.

Ah gawd! I thought I was posting that on the simple board. Sorry about the off topic of the examples!

Geesh! LOL

I agree.

It will end up being pushed up.

But how far is anyone's guess. As a hostile they are going to have to convince shareholders the price they offer is a good deal if they need their votes.

I can't remember who was trying to take over Wheaton Gold back when I owned that. But the fight went as far as getting a personal phone call trying to get our votes. First phone call I actually enjoyed because I was completely against it. ;)

They ended up with GG (Gold Corp), if memory serves me correctly, which was NOT the company trying for the hostile and they, Wheaton Gold, Got to keep their silver division which is now called Silver Wheaton(SLW).

CYPB, if you remember, because you were on that board at the time - in the end got an amount they felt good about...$6.50 a share, when the original offer started off at what? $4.25?

Looking at that board - the stock was in the 2's when that first offer came with CYPB. Originally that looked good in comparison to current pps, for people unaware of the company- but it didn't look good in comparison to where the stock had been prior and the cash they had on hand and the products they had in the pipeline.

I don't know a thing about RMTR but it's all a game. Standard protocol. It's Like going to a garage sell and bartering back and forth.

Easternthunder;

"$2.48 per share of common stock does not reflect the intrinsic value of the Company and is not in the best interest of Ramtron stockholders."

It seems some institutional insiders wouldnt accept less than $5.00 . I have to check at Guruinvetors site to see who bought it what price.
GL
mlkr

Ramtron Responds to Unsolicited Proposal from Cypress Semiconductor

http://ih.advfn.com/p.php?pid=nmona&article=52798942&symbol=RMTR


Ramtron International Corporation (Nasdaq: RMTR), a leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) and integrated semiconductor products, announced today that its Board of Directors has reviewed and carefully considered the unsolicited proposal dated June 12 from Cypress Semiconductor Corporation (Nasdaq: CY) with the assistance of its financial and legal advisors, and concluded that the proposal of $2.48 per share of common stock does not reflect the intrinsic value of the Company and is not in the best interest of Ramtron stockholders.

Ramtron also announced that its Board of Directors has authorized the exploration of strategic alternatives in the best interests of its stockholders. The Board intends to consider the full range of available options including, but not limited to, the potential sale of the Company or continuing with the Company’s current growth plans. Cypress has been invited to participate in this process.

“Under Eric Balzer’s leadership, Ramtron is a transformed company that is now poised to fully exploit the vast untapped opportunity for F-RAM-based low energy and high data integrity solutions in the semiconductor market,” said Dr. William G. Howard, Ramtron’s Chairman. “Over the past 18 months, he has assembled a world-class management team, successfully completed the foundry transition, resolved product supply shortages and implemented processes aimed at accelerating global adoption of F-RAM and enlarging the size of the Company’s addressable market. For the past three quarters, the Company has delivered positive net income and generated positive EBITDA. Having expanded capacity and addressed operational issues, the Company is intensely focused on delivering superior service to its customers and distributors and driving demand creation, and is gaining traction with its customer-centric sales and marketing initiatives and new product introductions.

“As a result, the Ramtron Board of Directors believes that Cypress’ unsolicited proposal fails to reflect the Company’s strengthened competitive position, F-RAM intellectual property and deep know-how, and strong prospects for long-term growth, as well as the progress being made toward expanding the Company’s product portfolio beyond specialty memory products to also include integrated semiconductor solutions,” concluded Dr. Howard.

There can be no assurance that the exploration of strategic alternatives will result in any transaction. The Company does not intend to disclose developments regarding the exploration of strategic alternatives unless and until a transaction has been approved.

Needham & Company, LLC is serving as Ramtron’s financial advisor, and Shearman & Sterling LLP is serving as Ramtron’s legal advisor.

About Ramtron

Ramtron International Corporation, headquartered in Colorado Springs, Colorado, is a fabless semiconductor company that designs, develops and markets specialized semiconductor memory and integrated semiconductor solutions used in a wide range of product applications and markets worldwide. For more information, visit www.ramtron.com.

8k with email to employees:

Sec filing filed today:

http://www.sec.gov/Archives/edgar/data/849502/000119312512269032/d366157d8k.htm

E-MAIL TO RAMTRON INTERNATIONAL CORPORATION
Exhibit 99.1

Fellow Ramtron Employees:

As you may have seen this morning Cypress Semiconductors has made a proposal to acquire Ramtron. Until we issue a formal disclosure, the company cannot publicly comment on the matter.

I recognize that you may have questions, but for all of us, it really needs to be business as usual. It is important that we remain focused on executing our business goals and continuing to provide customers with the innovative, high-quality products and solutions they have come to expect from Ramtron. We remain confident that executing on our current business strategy will deliver superior value to our stockholders.

This matter may lead to inquiries from external parties, including the media, and it is important for the Company to speak with one voice on this matter. Consistent with our existing policy, please forward all investor and media calls to Lee Brown at (719) 481-7213 or via email: lee.brown@ramtron.com.

We will do our best to keep you informed as this process unfolds. On behalf of the Board and management team, I thank you for your continued dedication and commitment to the company.

Sincerely,

Eric

Ramtron Confirms Receipt of Unsolicited Proposal from Cypress Semiconductor

http://finance.yahoo.com/news/ramtron-confirms-receipt-unsolicited-proposal-120000220.html

COLORADO SPRINGS, Colo.--(BUSINESS WIRE)--

Ramtron International Corporation (RMTR), a leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) and integrated semiconductor products, confirms that it received an unsolicited proposal from Cypress Semiconductor Corporation (CY) on June 12 to acquire all outstanding stock of Ramtron at a price of $2.48 per share in cash.

Consistent with its fiduciary duties, Ramtron’s Board of Directors will review and consider the proposal, in consultation with its financial and legal advisors, and determine the course of action that it believes is in the best interests of Ramtron and its stockholders.

Ramtron stockholders are advised to take no action at this time pending the review of the proposal by Ramtron's Board of Directors.

Needham & Company, LLC is serving as Ramtron’s financial advisor, and Shearman & Sterling LLP is serving as Ramtron’s legal advisor.

Prior Correspondence Between Cypress and Ramtron

From the following SEC filing SC TO-C filed 6/12/12

http://www.sec.gov/Archives/edgar/data/791915/000119312512268323/d365884dsctoc.htm

Text of the letter sent by Cypress to Ramtron on March 8, 2011

Dear Mr. Balzer:

The purpose of this letter is to propose the acquisition of Ramtron International Corporation by Cypress Semiconductor Corporation for $3.01 per share in cash, a 37% premium over Ramtron’s closing price of $2.20 on March 8, 2011 and a 32% premium over Ramtron’s 15-day, volume-weighted trading price of $2.28. This premium exceeds the 30% premium reported in comparable transactions in 2011—and is 2.4 times higher than the premium paid by Microchip Technology, Inc. in its acquisition of Silicon Storage Technology, Inc. in a 2010 transaction which is very similar to this proposed transaction. We have the cash on hand to complete this transaction in an expeditious manner.

We believe the transaction would be favorable not only to Ramtron’s shareholders, but also—and particularly—to Ramtron’s customers. Relative to Ramtron alone, the combined company would serve its customers with 1) a more stable source of supply, consisting of two non-volatile technologies from five wafer-fabrication plants (three from Cypress), 2) a lower manufacturing cost structure due to Cypress’s low wafer and assembly & test manufacturing costs, 3) shorter leadtimes due to our internal 45-day fab cycle time and 7-day assembly & test cycle times, 4) access to high density and higher performance products fabricated in Cypress’s advanced non-volatile technologies, 0.13-micron (in production in three fabs) and 0.65-micron (in production at UMC), 5) better support from Cypress’s 400-person Sales, Marketing and Field Applications Marketing teams, and 6) the lower overhead costs that would result from combining our Colorado Springs and other overhead operations.

In particular, we believe that as a combined company, we could bring immediate relief to Ramtron’s customers by rationing the scarce supply of FeRAMs to those customers who specifically need that technology, while immediately serving the needs of the rest of Ramtron’s other customers with Cypress’s high-quality, high-reliability, pin-compatible products, manufactured in our SONOS technology.

We would like to enter into a more substantial conversation with Ramtron regarding the details of this offer on an expedited schedule, so as to address the current market supply problem as quickly as possible. Of course, we will take the time to negotiate thoroughly and in good faith. We plan to make this offer public at the close of business on March 15, 2011.

Sincerely,

T.J. Rodgers

President & CEO



cc: Cypress Board of Directors
Ramtron Board of Directors
________________________________________________________________

Text of the letter sent by Cypress to Ramtron on March 10, 2011

Dear Mr. Balzer:

This letter documents the comments I made to you in our telephone conversation yesterday.

Here is the supplemental information that I provided:



• Cypress anticipates that there will be minimal due diligence (two weeks or less) required for a Ramtron-Cypress merger.




• We are prepared to sign a confidentiality agreement immediately as a condition of commencing due diligence.




• Cypress has studied the Hart-Scott-Rodino process and anticipates no regulatory problems.




• Cypress intends to accelerate all employee options and buy them out.




• Cypress is prepared to deliver a definitive merger agreement with minimal closing conditions and a fiduciary-duty out-clause for a superior proposal (subject to a reasonable breakup fee and Cypress’s right to match that superior offer).




• Cypress will work cooperatively with Ramtron to create a win-win deal for both companies.


Sincerely,

T.J. Rodgers

President & CEO



cc: Cypress Board of Directors
Ramtron Board of Directors

________________________________________________________________

Text of the letter sent by Cypress to Ramtron on April 11, 2011

Dear Bill:

I’m writing this letter to close the loop on our recent M&A discussions. On March 8, 2011, after a lot of careful deliberation, Cypress made an offer of acquisition to Ramtron with an embedded 37% premium to market. We felt—and still feel—that our offer would be attractive to your shareholders.

What we heard from you telephonically and in a letter dated March 22, 2011, was that you felt the offer was too low—so low, in fact, that it was not worth your while to make a counter proposal.

Although we do not agree with that position, we accept it and are officially withdrawing our offer to acquire Ramtron at this time. Please let me know if you would reconsider your position.

On another topic, I have enclosed a chart of Ramtron’s share price on which I have marked the dates of my acquisition proposal letter and your response to it. As you can see, there was a significant rise in Ramtron’s price after those events. While no one can say what drives the market up or down—and I am not trying to imply anything here—you might want to take a look at the security measures that were employed by Ramtron regarding this proposed transaction.

Sincerely yours,

T.J. Rodgers

President & CEO



cc: Cypress Board of Directors, Larry Sonsini

A common occurrence: Ambulance chasers getting prepped:

Rigrodsky & Long, P.A. Announces Investigation Of Ramtron International Corporation Takeover Bid
Press Release: Rigrodsky & Long, P.A. – 12 hours ago.. .

WILMINGTON, Del.--(BUSINESS WIRE)--

Rigrodsky & Long, P.A. announces that it is investigating potential legal claims against the board of directors of Ramtron International Corporation (“Ramtron” or the “Company”) (NASDAQ GM: RMTR) regarding possible breaches of fiduciary duties and other violations of law related to the Company’s receipt of a proposal from Cypress Semiconductor Corporation (“Cypress”) (NASDAQ GS: CY) to acquire all of the outstanding shares of the Company’s common stock in a transaction valued at approximately $87.6 million.

Click here to learn more: http://www.rigrodskylong.com/investigations/ramtron-international-corporation-rmtr.

Under the terms of the proposal, public shareholders of Ramtron will receive $2.48 per share in cash for each share of Ramtron they own.

The investigation concerns the Company’s board of directors’ process for consideration of the proposed transaction, whether Ramtron is acting in its shareholders’ best interests and whether the proposed consideration to be paid to Ramtron’s shareholders would be fair and adequate. At least one analyst on Yahoo! Finance has issued a $4.00 per share target price for Ramtron.

If you own the common stock of Ramtron and purchased your shares before June 12, 2012, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Peter Allocco at Rigrodsky & Long, P.A., 825 East Gate Boulevard, Suite 300, Garden City, New York 11530 toll free at (888) 969-4242, by e-mail to info@rigrodskylong.com, or at: http://www.rigrodskylong.com/investigations/ramtron-international-corporation-rmtr.

Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly prosecutes securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, on behalf of shareholders in states and federal courts throughout the United States.

Attorney advertising. Prior results do not guarantee a similar outcome.

Ramtron Announces New Wireless Memory Development Kit


MaxReader demonstrates dramatic write speed capabilities for RF-enabled system designs


Press Release: Ramtron International Corporation – 1 hour 8 minutes ago.. .

http://finance.yahoo.com/news/ramtron-announces-wireless-memory-development-143000115.html


COLORADO SPRINGS, Colo.--(BUSINESS WIRE)--

Ramtron International Corporation (RMTR), the leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) and integrated semiconductor products, today announced availability of its MaxReader Development Kit. Designed by Ramtron, the MaxReader Development Kit is a complete system for engineers to quickly evaluate, thoroughly test, and rapidly prototype Ramtron’s MaxArias™ wireless memory for a broad range of RF-enabled applications.

The MaxReader Development Kit features Ramtron’s MaxArias WM72016 16-Kilobit wireless F-RAM memory on a small-footprint, EPC Gen2 radio frequency reader board (interrogator) along with wireless memory transponders (also available separately) and other hardware to enable engineers to fully test and develop designs using the robust features of the MaxArias wireless memory. The kit offers a graphical user interface (GUI) and command line interface for ease-of-use as well as step-by-step, out-of-box application information and documentation to accelerate evaluation and prototyping.

“Ramtron’s MaxReader Development Kit offers an affordable and compact 1-watt Gen2 reader design that demonstrates the unique performance characteristics of our MaxArias wireless memory,” states Duncan Bennett, Ramtron wireless memory product manager. “The kit is a compelling demonstration vehicle and development platform that allows the wireless capture, transmission, and storage of data — up to six times faster than comparable EEPROM devices. In addition, MaxArias wireless F-RAM memory products, like the WM72016 included with the kit, are capable of capturing large block writes — up to 127 words— without loss of data integrity or compromising read/write speed and distance.”

MaxArias Wireless Memory Solutions: Increasing the Speed of Write

The Ramtron WM72016 wireless memory excels in applications that require swift transaction of data-rich information over a low power, wireless RF connection. By dramatically reducing the time to write data, Ramtron MaxArias products enable innovative wireless applications. From consumable product authentication and passive wireless data logging, to increasing manufacturing throughput and enabling wireless in-field firmware updates, Ramtron MaxArias wireless memory offers customers cost-saving and efficiency-driven performance. Applications that can directly benefit from Ramtron wireless products include smart utility metering, medical devices, manufacturing, inventory management systems, and maintenance/repair/operations (MRO). Unlike mainstream RFID tags that offer limited memory and exhibit inherently low performance, Ramtron MaxArias wireless memory offers expanded memory as well as fast data storage and retrieval enabled by proven, high-performance, nonvolatile F-RAM memory technology. MaxArias devices are also gamma radiation tolerant, immune to magnetic fields, and conform to the EPCglobal Class-1 Generation-2 UHF air interface protocol.

MaxReader Pricing and Availability

Offered at a suggested resale price of $399 USD, the MaxReader Development Kit (MAXREADERKIT) is available for purchase from Digi-Key at www.digikey.com and Mouser Electronics at www.mouser.com. The kit is offered in five regionally tuned frequency bands: North America (-NA), China (-CN), Taiwan (-TWN), Japan (-JPN), or Europe (-EUR). In addition, the WM72016-based wireless memory transponder board (WM72016-6-EVAL-915-ANT) is available as a standalone product from Mouser and Digi-Key for a suggested resale of $25 USD.

For more information about MaxArias wireless memory and the MaxReader Development Kit, visit www.ramtron.com/go/maxarias. For a 300-dpi product photo of the Development Kit, visit www.ramtron.com/press-center/image-bank.aspx (see MaxArias Wireless Memory).

About Ramtron

Ramtron International Corporation, headquartered in Colorado Springs, Colorado, is a fabless semiconductor company that designs, develops and markets specialized semiconductor memory and integrated semiconductor solutions used in a wide range of product applications and markets worldwide. For more information, visit www.ramtron.com.

Cypress Makes Hostile $2.48/Shr Bid For Ramtron International

http://www.forbes.com/sites/ericsavitz/2012/06/12/cypress-makes-hostile-2-48shr-bid-for-ramtron-international/

Cypress Semiconductor this morning said it has offered to acquire the chip company Ramtron International for $2.48 a share, in a rare example of a hostile, unsolicited takeover bid.

Cypress noted that the offer comes at a 37% premium to yesterday’s closing price of $1.81.

“We believe that our offer provides compelling value to Ramtron’s stockholders,” Cypress CEO T.J. Rodgers said in a statement. “Last year, we attempted to negotiate an acquisition of Ramtron, but our offer of $3.01 per share – which represented the same 37% premium to Ramtron’s then-current stock price as we are offering today – was summarily rejected. Soon thereafter, Ramtron sold almost 20% of its stock in a dilutive public offering at a net price of $1.79 per share.”

Rogers says he now calls on Ramtrom’s board “to act in the best interests of its stockholders by meeting with us to seriously discuss our compelling proposal. We believe that Cypress would benefit Ramtron’s customers, providing them with a more stable source of supply, greater research and development resources and better support from a much larger sales channel. We also believe the combination would provide Ramtron’s employees with more opportunity for long-term success as part of a larger, more global organization.”

Cypress included in its press release a letter the company sent to Ramtron’s board.

“
Gentlemen:

I am writing to formally convey Cypress Semiconductor’s proposal to acquire Ramtron International Corporation for $2.48 per share in cash. This represents a premium of 37% over Ramtron’s closing price of $1.81 per share on June 11, 2012. We believe that this all-cash transaction, which has been unanimously approved by our Board of Directors, is compelling for Ramtron and its stockholders. Our proposal would deliver immediate, certain value to Ramtron’s stockholders that is far superior to what we believe that you can reasonably expect to achieve as a standalone company.

We believe that an acquisition can be completed expeditiously and are prepared to commence a cash tender offer with no financing or due diligence conditions. We have retained Greenhill & Co., LLC as our financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation, as our legal counsel. We are confident that a transaction would receive all necessary regulatory approvals, including antitrust clearances.

We hope to work with you on a negotiated basis to complete this transaction successfully, and are prepared to deliver a draft merger agreement and begin discussions immediately. I suggest that our respective financial and legal advisors meet at your earliest convenience to work toward the goal of announcement of a definitive agreement in the very near future.

It has been about two years since I first approached you about a possible transaction between our two companies and over a year since we delivered a formal proposal to acquire Ramtron. As you will recall, that proposal (at $3.01 per share) was for a 37% premium over your then-current stock price on March 8, 2011—the same premium we are offering today. Our offer made clear that we were prepared to commence due diligence immediately and would deliver a merger agreement with minimal closing conditions. We were deeply disappointed when, two weeks after we provided you with our offer, you and your Board of Directors responded that our offer was so low that it was not even worth your time to make a counter proposal.

Since then, a number of events have convinced us that your response did not reflect the best interests of your stockholders. First, soon after you rejected our offer, Ramtron sold almost 20% of its stock in a dilutive public offering at a net price of $1.79 per share, which I found extremely surprising in light of your comments regarding our offer and its 68% premium to that price. Second, since our offer Ramtron has had cumulative net losses of five cents per share. Third, your stockholders have been increasingly vocal about their desire for you to sell Ramtron. These factors, along with your history of rejecting out-of-hand our prior offer, have convinced us that we must make our offer public at this time so that your stockholders are aware of our efforts. I have attached copies of my prior letters to you to this letter.

Although we would prefer to proceed through a negotiated agreement, we are fully committed to this transaction, and will take the steps necessary to complete it. We believe that a transaction between our two companies would be well received by your stockholders, and we are committed to providing them with an opportunity to express their views on our proposal.

This letter does not represent or create any legally binding or enforceable obligations. No such obligations will be imposed on either party unless and until a definitive agreement is signed by both Cypress and Ramtron.

We request a response to our proposal by 5:00 p.m. Pacific Daylight Time on Tuesday, June 19, 2012. In light of the significance of this proposal to your stockholders and ours, as well as the potential for selective disclosure, we are publicly releasing the text of this letter.

Very truly yours,

T.J. Rodgers
President and Chief Executive Officer.

The release also includes copies of letters Rodgers sent to Ramtrom in March and April of 2011. In one of those letters, dated April 11, 2011, in which Cypress withdrew its original offer, Rodgers points out that Ramtron’s stock price had appreciated while the two companies were in negotiations that had not been publicly disclosed.

“On another topic, I have enclosed a chart of Ramtron’s share price on which I have marked the dates of my acquisition proposal letter and your response to it,” he wrote. “As you can see, there was a significant rise in Ramtron’s price after those events. While no one can say what drives the market up or down – and I am not trying to imply anything here – you might want to take a look at the security measures that were employed by Ramtron regarding this proposed transaction.”

RMTR this morning is up 59 cents, or 32.6%, to $2.40.

RMTR

6-12-12

~Offer of 2.48

~An earlier offer of $3.01 was refused by RMTR last year.

~Hostile.

Tracking

Finviz, StockTA, Stoxline, yahoo

SEC, nasdaq, Earnings.com

Bigcharts, Insider, ShortSqueeze

UPDATE 3-Cypress Semi renews offer for Ramtron

Tue Jun 12, 2012 8:49am EDT

* Offers $2.48/shr, a 37 pct premium to Ramtron's Monday close

* Cypress's $3.01/shr offer was rejected last year

* Seeks response by June 19

* Ramtron shares up 31.5 pct in premarket trade

June 12 (Reuters) - Chipmaker Cypress Semiconductor Corp offered to buy smaller rival Ramtron International Corp for about $87.6 million, reviving a previously undisclosed bid it made last year but making little change to the overall price.

Cypress said on Tuesday it would offer $2.48 for each Ramtron share, a 37 premium to the stock's Monday close.

"Although we would prefer to proceed through a negotiated agreement, we are fully committed to this transaction, and will take the steps necessary to complete it," Chief Executive T.J. Rodgers said in a letter to Ramtron's board.

Cypress disclosed that it had offered to buy Ramtron in March 2011 but was "summarily rejected".

That offer of $3.01 per share had valued Ramtron at about $84.3 million based on the number of shares outstanding at the time. Ramtron later sold about 20 percent of its stock in a public offering at about $1.80 per share.

The latest deal value is based on Ramtron's 35.3 million shares outstanding, according to Thomson Reuters data.

Cypress, which makes microcontrollers and chips used in touchscreen phones and tablets, is seeking access to Ramtron's ferroelectric random-access memory (F-RAM) technology, a costlier alternative to flash memory that uses less power and writes faster.

Ramtron licenses its F-RAM technology to Fujitsu Ltd , Samsung Electronics Co Ltd and Texas Instruments Inc.

Rodgers set a June 19 deadline for the Ramtron board to respond to the offer.

Cypress, which has retained Greenhill & Co as its financial adviser, said it was prepared to begin a cash tender offer with no financing or due-diligence conditions.

Ramtron shares rose 31.5 percent to $2.38 in premarket trade. They had closed at $1.81 on Monday on the Nasdaq.

Cypress Semiconductor (CY) proposes to acquire Ramtron for $2.48 per share in cash (RMTR) 1.81 : Cypress Semi (CY) announces that it has submitted a proposal to Ramtron (RMTR) to acquire all of its outstanding stock for $2.48 per share in cash. This offer represents a 37% premium to Ramtron's closing stock price on June 11, 2012. "We believe that our offer provides compelling value to Ramtron's stockholders," said T.J. Rodgers, President and Chief Executive Officer of Cypress. CY adds "Last year, we attempted to negotiate an acquisition of Ramtron, but our offer of $3.01 per share--which represented the same 37% premium to Ramtron's then-current stock price as we are offering today--was summarily rejected. Soon thereafter, Ramtron sold almost 20% of its stock in a dilutive public offering at a net price of $1.79 per share."

~ Thursday! $RMTR ~ Earnings posted, pending or coming soon! In Charts and Links Below!

~ $RMTR ~ Earnings expected on Thursday *
Want more like this? Search Keyword: MACMONEY >>> http://tinyurl.com/MACMONEY <<<
One or more of many earnings sites has alerted this security has or will be posting earnings on or around the day of this message.








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<<<<<< http://www.earningswhispers.com/stocks.asp?symbol=RMTR >>>>>>



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*If the earnings date is in error please ignore error. I do my best.

RMTR Video Chart 11/9/10

http://www.qualitystocks.net/videocharts.php

Ramtron is not a current client of QualityStocks

On Watch--em

RMTR - TA annotated in live chart:

36-Mo., Weekly Chart - Continued BULLISH insiduous ascent with recent consolidation pattern nearing term. Overall - Expecting continued bullish up-trend.


Happy trading!

David

October 25, 2007 - 5:26 PM EDT




Ramtron Reports Third-Quarter 2007 Financial Results
EPS more than doubles to $0.05 on record quarterly product revenue of $13 million

Ramtron International Corporation (Nasdaq: RMTR), a leading developer and supplier of nonvolatile ferroelectric random access memory (F-RAM) and integrated semiconductor products, today reported total revenue of $13.4 million for the third quarter of 2007, 20% higher than the $11.2 million reported for the same quarter of 2006. Third quarter product revenue was $13.0 million, 21% higher than product revenue of $10.7 million reported for the same quarter last year.

Third-quarter net income was $1.1 million, or $0.05 per share, compared with net income of $517,000, or $0.02 per share, for the same quarter a year earlier. Included in the third quarter 2007 results are non-cash, stock-based compensation charges of $646,000. Without these charges, third-quarter net income would have been $1.8 million, or $0.07 per share. Product gross margin for the third quarter of 2007 was 53%, which remained consistent with 53% for the third quarter of 2006.

“Ramtron delivered strong third quarter results,” said Ramtron CEO Bill Staunton. “Record product revenue along with a steady product margin and controlled spending drove our net income before stock-based compensation expenses to 13% of total revenue for the quarter. On top more than doubling our net income, we also more than doubled integrated product revenue, pushing the contribution from our feature-rich F-RAM devices to 17% of total products sales during the quarter.

“In addition to the third quarter’s solid financial performance, we made progress in our strategy to increase the number of integrated F-RAM devices in our product portfolio. 11 of the 16 new products we have introduced this year are integrated products. The higher average selling prices of these new products and our new 2- and 4-megabit F-RAM memories establishes a solid foundation for revenue growth and expanding net income in the coming years,” Staunton added.

Third-Quarter Product Highlights:

Integrated product revenue grew 149% to $2.2 million, or 17% of F-RAM product revenue, during the third quarter of 2007, compared with $874,000, or 8% of F-RAM revenue, for the third quarter of 2006.
Ramtron commenced sales of an F-RAM enhanced custom device for use in printer cartridges.
Ramtron introduced a new F-RAM enhanced MCU product. The device is an 8051-based microcontroller enhanced with 2-kilobytes of nonvolatile F-RAM memory that drops into industry standard sockets for easy device migration.
Ramtron extended its nonvolatile state saver family with three new devices featuring 4-bit state savers and low power options. A state saver saves the state of signals on demand and restores them to the correct state automatically upon the restoration of power. Ramtron’s F-RAM technology uniquely enables state savers due to its fast write time and virtually unlimited write endurance.
Ramtron expanded its line of Ramtron F-RAM Grade 1 automotive memory products with the qualification of an additional serial 64-kilobit F-RAM device to operate at +125 degrees Celsius (C).
“Considering our strong year-to-date financial results and management’s current view of the fourth quarter, we are raising the full-year 2007 targets both for revenue growth and for net income before stock-based compensation expenses. We now anticipate producing year-over-year revenue growth for 2007 in the range of 23% to 27% and a net income margin in the range of 7.5% to 8.5%. These figures are higher than the targets we published at the beginning of the year, which called for a revenue growth target of 20% to 25% and net income margin before stock-based compensation expense in the range of 5.0% to 6.5%,” Staunton added.

Conference Call

Ramtron management’s teleconference today will be webcast live on the corporate website. Management plans to webcast slides to support its prepared remarks on quarterly results and business outlook, and then host a live question-and-answer session with institutional investors and research analysts.

How to Participate


Ramtron Third-Quarter 2007 Results Teleconference
October 25, 2007 at 2:00 p.m. PT / 5:00 p.m. ET

Go to the home page of the Ramtron site at www.ramtron.com and click on the teleconference link. From this site, you can access the teleconference webcast, assuming that your computer system is configured properly. A webcast replay will be available for one year, and a telephonic replay will be available for seven days after the live call at 706-645-9291, code # 20577418.

About Ramtron

Ramtron International Corporation, headquartered in Colorado Springs, Colorado, is a fabless semiconductor company that designs, develops and markets specialized semiconductor memory, microcontroller and integrated semiconductor solutions used in a wide range of product applications and markets.

Cautionary Statements

Except for historical information, this press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “should,” and “potential,” among others. These forward-looking statements are inherently difficult to predict and involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to: general and regional economic conditions and conditions specific to the semiconductor industry; demand for Ramtron’s products; order cancellations or reduced order placements; product sales mix; the timely development of new technologies; competitive factors such as pricing pressures on existing products and the timing and market acceptance of new product introductions; Ramtron’s ability to maintain an appropriate amount of low-cost foundry production capacity from its foundry sources in a timely manner; our foundry partners’ timely ability to successfully manufacture products for Ramtron; our foundry partners’ ability to supply increased orders for F-RAM products in a timely manner using Ramtron’s proprietary technology; any disruptions of Ramtron’s foundry or test and assembly contractor relationships; currency fluctuations; unexpected design and manufacturing difficulties; and the risk factors listed from time to time in Ramtron’s SEC reports, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2006 and Quarterly Reports filed during 2007. SEC-filed documents are available at no charge at the SEC’s website (www.sec.gov) or from the company.

All forward-looking statements included in this release are based upon information available to Ramtron as of the date of this release, which may change.

The financial information in this press release and the attached financial statements have been prepared from the books and records of the company with the omission of certain information and disclosures normally included in financial statements.

In this release, the references to third quarter net income and earnings per share excluding stock-based compensation charges are not financial measures as defined by generally accepted accounting principles (GAAP). Management believes that the presentation of results excluding these charges provides meaningful supplemental information regarding the Company’s operational performance, however these figures are not a replacement for the GAAP financial measures presented nor should they be given greater consideration by investors.

RAMTRON INTERNATIONAL CORPORATION



Ramtron International Corporation
Lee Brown, 719-481-7213
lee.brown@ramtron.com

http://www2.automation.siemens.com/simatic-sensors/ftp/6zb5330-0ae02-0ba0.pdf
http://www.fujitsu.com/downloads/EDG/binary/pdf/catalogs/a700000145e.pdf
http://www.unigen.com/news05/pdf/04122005_psoc.pdf